Exhibit 10.1

                                 PROMISSORY NOTE


DATE:     October  29, 2001

MAKER:    Urban Television Network Corporation

MAKER'S MAILING ADDRESS:

          213 Palomino Ct.
          Fort Worth, Texas   76126

PAYEE:    Hispanic Television Network, Inc.

PLACE FOR PAYMENT:

          6125 Airport Frwy  #200
          Fort Worth, Texas   76117


PRINCIPAL AMOUNT: One Million Four Thousand and No/100 Dollars ($1,400,000.00)

ANNUAL INTEREST RATE ON UNPAID
PRINCIPAL BALANCE FROM DATE OF NOTE:      12% per annum

ANNUAL INTEREST RATE ON MATURED UNPAID AMOUNTS:   14% per annum

TERMS OF PAYMENT:

     Maker  promises  to pay to the order of Payee the sum of One  Million  Four
Hundred Thousand and No/100 Dollars  ($1,400,000.00),  together with interest on
the principal amount hereof remaining unpaid from time to time computed from the
date  hereof as  follows;  beginning  seven  months  from the date of this Note;
$25,000 per month for three months and $50,000 per month until the note has been
paid in full  including  any accrued  interest  owing.  Payments  shall first be
applied to  accrued  and unpaid  interest  and fees and then to the  outstanding
principal balance of this note.

     Should Payee fail to provide services per the Satellite  Transponder  Space
Agreement (Exhibit A) or cease to exist as an operating company before this note
is paid in full,  the  remaining  balance  of this note  owing on the date Payee
fails to  provide  services  per  Exhibit A or  ceases to exist as an  operating
company,  the principal  balance and accrued interest owing on this note at such
date,  which ever occurs at the earliest date,  shall be considered paid in full
and Maker's future obligations for payment of this note shall be terminated.

     Maker  reserves the right to prepay the  outstanding  principal  balance of
this  Note,  in  whole or in part,  at any time and from  time to time,  without
premium or penalty. Maker waives presentment, demand, protest, notice of protest
and non-payment or other notice of default, notice of acceleration and intention
to accelerate or other notice of any kind, and agree that their  liability under
this Note  shall not be  affected  by any  renewal or  extension  in the time of
payment  hereof,  or in any  indulgences,  or by any  release  or  change in any
security  for the  payment  of this  Note,  and  hereby  consent  to any and all
renewals, extensions, indulgences, releases or changes, regardless of the number
of such renewals, extensions, indulgences, releases or changes.

<PAGE>

     No waiver by Payee of any of its rights or remedies  hereunder or under any
other  document  evidencing  or  securing  this  Note  or  otherwise,  shall  be
considered a waiver of any other  subsequent  right or remedy of Payee; no delay
or omission in the  exercise or  enforcement  by Payee or any rights or remedies
shall  ever be  construed  as a waiver of any  right or remedy of Payee;  and no
exercise or  enforcement  of any such  rights or remedies  shall ever be held to
exhaust any right or remedy of Payee.

     If Maker  defaults in the  payment of this Note and the  default  continues
after Payee gives Maker twenty (20) days written  notice of the default and such
default  has not been cured  within  such  20-day  time  period,  then Payee may
declare  the  unpaid  principal  balance  on this Note  immediately  due and may
exercise all rights,  powers, and remedies available to Payee under this Note or
at law. Maker waives all demands for payment, presentations for payment, notices
of  intention  to  accelerate  maturity,  notices of  acceleration  of maturity,
protests, and notices of protest, to the extent permitted by law.

     Any notice required to the Maker shall be in writing and shall be deemed to
have been duly given if delivered  personally or sent by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or overnight  air courier
guaranteeing next day delivery to the address hereinabove specified. Notice will
commence  three (3) days after being placed in the United  States mail,  postage
prepaid or when  received if delivered  personally  or by overnight air courier.
The Maker may  designate a new address for  purposes of notice if such change of
address is in writing and delivered to the Payee.

     If this Note is given to an attorney for collection or  enforcement,  or if
suit is brought for collection or enforcement, or if it is collected or enforced
through probate,  bankruptcy, or other judicial proceeding, then Maker shall pay
Payee all costs of collection and enforcement,  including reasonable  attorney's
fees and court costs,  in addition to other amounts due.  Reasonable  attorney's
fees shall be 10% of all amounts due unless either party pleads otherwise.

     Interest  on the debt  evidenced  by this Note shall not exceed the maximum
amount of non- usurious  interest that may be contracted for,  taken,  reserved,
charged,  or received  under law; any interest in excess of that maximum  amount
shall be  credited  on the  principal  of the debt  or,  if that has been  paid,
refunded.  On any  acceleration  or required or permitted  prepayment,  any such
excess shall be canceled  automatically as of the acceleration or prepayment or,
if already  paid,  credited on the principal of the debt or, if the principal of
the debt has been paid,  refunded.  This provision overrides other provisions in
this and all other instruments concerning the debt.

     This  Note  shall be  interpreted,  construed  and  enforced  under  and in
accordance with the laws of the State of Texas. Any action to enforce same shall
be  brought in a court of  competent  jurisdiction  located  in Tarrant  County,
Texas. For the purposes of any such action, the parties hereto agree and consent
to jurisdiction in the courts of Texas.

     When the context requires, singular nouns and pronouns include the plural.

     Time is of the essence in all obligations of the Maker herein contained.

     IN WITNESS  WHEREOF,  the  undersigned  Maker has duly executed this Note a
Fort Worth, Texas as of the date and year first above written.



                                     MAKER:
                                     URBAN TELEVISION NETWORK CORPORATION


                                      /s/ Randy Moseley
                                     ------------------------
                                     Randy Moseley, President